President and CEO Gellert John M received a gift of 17,180 shares, converted options into 58,905 shares and covered exercise/tax liability with 25,860 shares, increasing direct ownership by 3% to 1,025,620 units (SEC Form 4)
$SMHI
Marine Transportation
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SEACOR Marine Holdings Inc. [ SMHI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/07/2025 | G(1) | V | 7,027 | A | $0 | 7,027 | I | MCG Assets, LLC(2) | |
| Common Stock | 03/11/2025 | G(3) | V | 10,153 | A | $0 | 17,180 | I | MCG Assets, LLC(2) | |
| Common Stock | 03/11/2025 | M | 58,905 | A | (4) | 1,051,480 | D | |||
| Common Stock | 03/11/2025 | F | 25,860 | D | $5.08 | 1,025,620 | D | |||
| Common Stock | 109,109 | I | JMG Assets, LLC(5) | |||||||
| Common Stock | 95,158 | I | JMG GST LLC(6) | |||||||
| Common Stock | 26,557 | I | Michael E. Gellert 2011 Family Trust(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Restricted Stock Units | (4) | 03/11/2025 | M | 58,905 | 03/11/2025(8) | 03/11/2025(8) | Common Stock | 58,905 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. On 3/7/25, MCG Assets, LLC received an annual annuity payment of 7,027 shares from a grantor retained annuity trust ("2023 GRAT"). The 2023 GRAT has an independent trustee and the Reporting Person has no investment control thereof. Accordingly, shares owned by such GRAT are not reported by the Reporting Person. |
| 2. The Reporting Person serves as a manager of MCG Assets, LLC and, as such, has the power to direct the voting and disposition of the reported securities. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest in the securities. |
| 3. On 3/11/25, MCG Assets, LLC received an annual annuity payment of 10,153 shares from a grantor retained annuity trust ("2024 GRAT"). The 2024 GRAT has an independent trustee and the Reporting Person has no investment control thereof. Accordingly, shares owned by such GRAT are not reported by the Reporting Person. |
| 4. Performance restricted stock units ("PRSUs") convert into shares of Common Stock on a one-for-one basis. See note 8 below for further detail. |
| 5. The shares reported here are indirectly owned by the Reporting Person through JMG Assets, LLC. The Reporting Person is the manager of JMG Assets, LLC. |
| 6. The shares reported here are indirectly owned by the Reporting Person through JMG GST LLC. The Reporting Person is the manager of JMG GST LLC. |
| 7. The Reporting Person is a co-investment director and beneficiary of the Michael E. Gellert 2011 Family Trust, and of which he disclaims beneficial ownership except to the extent of his pecuniary interest in the shares. |
| 8. On 3/11/22, the Reporting Person was granted 58,905 PRSUs consisting of five equal tranches, each of which would be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three year performance period beginning on the grant date, provided that any earned PRSUs would not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The specified stock price performance goals for each tranche were $5.02, $5.72, $6.45, $7.19 and $7.88, respectively. The service-based vesting requirements and each of the specified stock price performance goals were satisfied during the performance period ending 3/11/25 and the shares of Common Stock were issued at such date. |
| /s/ Andrew H. Everett II, Attorney-in-Fact | 03/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||